EX-10.1






     Exhibit 10.1



AMENDED

NORTHWEST INDIANA BANCORP

AMENDED AND RESTATED

2004 STOCK OPTION AND INCENTIVE PLAN




          1. Plan Purpose. The purpose of the Plan is (i) to align the personal interests of
Plan Participants with those of the shareholders of the Company, (ii) to encourage key individuals
to accept or continue employment or service with the Company and its subsidiaries, and (iii) to
furnish incentive to such key individuals to improve operations and increase profits by providing
such key individuals the opportunity to acquire Common Stock of the Company or to receive monetary
payments based on the value of such Common Stock. It is intended that certain Awards granted under
the Plan will qualify as performance-based compensation within the meaning of Section 162(m) of the
Code, to the extent applicable.




          2. Definitions. The following definitions are applicable to the Plan.




          “Affiliate” — means any “parent corporation” or “subsidiary corporation” of the Company as
such terms are defined in Section 424(e) and (f), respectively, of the Code.




          “Award” — means the grant by the Committee of Incentive Stock Options, Non-Qualified Stock
Options, Unrestricted Stock, Restricted Stock, Performance Shares, Performance Units, Stock
Appreciation Rights or any combination thereof, as provided in the Plan.




          “Board” — means the Board of Directors of the Company.




          “Change in Control” — means each of the events specified in the following clauses (i) through
(iii): (i) any third “person” (including a group), as defined in Section 13(d)(3) of the Exchange
Act shall, after the date of the adoption of the Plan by the Board, first become the beneficial
owner of shares of the Company with respect to which 25% or more of the total number of votes for
the election of the Board of Directors of the Company may be cast, (ii) as a result of, or in
connection with, any cash tender offer, exchange offer, merger or other business combination, sale
of assets or contested election, or combination of the foregoing, the persons who were directors of
the Company shall cease to constitute a majority of the Board of Directors of the Company or (iii)
the shareholders of the Company shall approve an agreement providing either for a transaction in
which the Company will cease to be an independent publicly owned entity or for a sale or other
disposition of all or substantially all the assets of the Company; provided,
however, that the occurrence of any of such events shall not be deemed a Change in Control
if, prior to such occurrence, a resolution specifically providing that such occurrence shall not
constitute a Change in Control under the Plan shall have been adopted by at least a majority of the
Board of Directors of the Company.




          “Code” — means the Internal Revenue Code of 1986, as amended.




          “Committee” — means the Committee referred to in Section 3 hereof.




          “Company” — means NorthWest Indiana Bancorp, an Indiana corporation.




          “Continuous Service” — means, in the case of an Employee, the absence of any interruption or
termination of service as an Employee of the Company or an Affiliate; and in the case of an
individual who is not an Employee, the absence of any interruption or termination of the service
relationship between the individual and the Company or an Affiliate. Service shall not be
considered interrupted in the case of sick leave, military leave or any other leave of absence
approved by the Company or in the case of any transfer between the Company and an Affiliate or any
successor to the Company.




          “Director” — means any individual who is a member of the Board.




          “Disability” — means, with respect to a Participant, a medically determinable physical or
mental impairment that can be expected to result in death or to last for a continuous period of not
less than 12 months and that entitles the Participant to income replacement benefits under the
Company’s disability plan.




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          “Employee” — means any person, including an officer, who is employed by the Company or any
Affiliate.




          “Exchange Act” — means the Securities Exchange Act of 1934, as amended.




          “Exercise Price” — means the price per Share at which the Shares subject to an Option may be
purchased upon exercise of such Option.




          “Incentive Stock Option” — means an option to purchase Shares granted by the Committee
pursuant to the terms of the Plan that is intended to qualify under Section 422 of the Code.




          “Market Value” — means the last reported sale price on the date in question (or, if there is
no reported sale on such date, on the last preceding date on which any reported sale occurred) of
one Share on the principal exchange on which the Shares are listed for trading, or if the Shares
are not listed for trading on any exchange, on the NASDAQ National Market System or any similar
system then in use, or, if the Shares are not listed on the NASDAQ National Market System, the mean
between the closing high bid and low asked quotations of one Share on the date in question as
reported by NASDAQ or any similar system then in use, or, if no such quotations are available, the
fair market value on such date of one Share as the Committee shall determine.




          “Non-Qualified Stock Option” — means an option to purchase Shares granted by the Committee
pursuant to the terms of the Plan, which option is not intended to qualify under Section 422 of the
Code.




          “Option” — means an Incentive Stock Option or a Non-Qualified Stock Option.




          “Participant” — means any individual selected by the Committee to receive an Award.




          “Performance Criteria” — means any of the following areas of performance of the Company, or
any Subsidiary, as determined under generally accepted accounting principles or as reported by the
Company: (i) earnings per share; (ii) return on equity; (iii) return on assets; (iv) operating
income; (v) market value per share; (vi) EBITDA; (vii) cash flow; (viii) net income (before or
after taxes); (ix) revenues; (x) cost reduction goals; (xi) market share; (xii) total return to
shareholders; (xiii) improvements in the Company’s credit quality as measured by changes to the
Company’s allowance for loan losses, the ratio of the allowance for loan losses to total loans, net
of unearned income, or the ratio of net charge-offs to average loans, net of unearned income; (xiv)
fee income; (xv) net interest income; (xvi) growth in loans; and (xvii) growth in deposits.




          “Performance Goal” — means if the Performance Shares, Performance Units or Restricted Stock
is intended to comply with Code Section 162(m), an objectively determinable performance goal
established by the Committee with respect to a given award of Performance Shares, Performance Units
or Restricted Stock that is based on one or more Performance Criteria and if the Performance
Shares, Performance Units or Restricted Stock are not intended to comply with Code Section 162(m)
any performance goal established by the Committee based on any performance criteria.




          “Performance Cycle” — means the period of time, designated by the Committee, over which
Performance Shares or Performance Units may be earned.




          “Performance Shares” — means Shares awarded pursuant to Section 12 of the Plan.




          “Performance Unit” — means an Award granted to a Participant pursuant to Section 12 of the
Plan.




          “Plan” — means this Amended and Restated 2004 Stock Option and Incentive Plan of the Company.




          “Reorganization” — means the liquidation or dissolution of the Company or any merger,
consolidation or combination of the Company (other than a merger, consolidation or combination in
which the Company is the continuing entity and which does not result in the outstanding Shares
being converted into or exchanged for different securities, cash or other property or any
combination thereof).




          “Restricted Period” — means the period of time selected by the Committee for the purpose of
determining when restrictions are in effect under Section 10 hereof with respect to Restricted
Stock awarded under the Plan.




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          “Restricted Stock” — means Shares which have been contingently awarded to a Participant by
the Committee subject to the restrictions referred to in Section 10 hereof, so long as such
restrictions are in effect.




          “Retirement” — means, with respect to a Participant, the termination of the Participant’s
status as an Employee, for any reason other than death, after having attained age 65.




          “Securities Act” — means the Securities Act of 1933, as amended.




          “Shares” — means the Common Stock, without par value, of the Company.




          “Stock Appreciation Rights” — means an Award granted to a Participant pursuant to Section 11
the Plan.




          “Unrestricted Stock” — means Shares awarded to a Participant by the Committee without any
restrictions.




          3. Administration. The Plan shall be administered by a Committee consisting of two or
more members of the Board, each of whom shall be a “non-employee director” as provided under Rule
16b-3 of the Exchange Act, and an “outside director” as provided under Code Section 162(m). The
members of the Committee shall be appointed by the Board. Except as limited by the express
provisions of the Plan, the Committee shall have sole and complete authority and discretion to (a)
select Participants and grant Awards; (b) determine the number of Shares to be subject to types of
Awards generally, as well as to individual Awards granted under the Plan; (c) determine the terms
and conditions upon which Awards shall be granted under the Plan; (d) prescribe the form and terms
of instruments evidencing such grants; (e) establish from time to time procedures and regulations
for the administration of the Plan; (f) interpret the Plan; and (g) make all determinations deemed
necessary or advisable for the administration of the Plan.




          A majority of the Committee shall constitute a quorum, and the acts of a majority of the
members present at any meeting at which a quorum is present, or acts approved in writing by all
members of the Committee without a meeting, shall be acts of the Committee. All determinations and
decisions made by the Committee pursuant to the provisions of the Plan shall be final, conclusive,
and binding on all persons, and shall be given the maximum deference permitted by law.




          4. Participants. The Committee may select from time to time Participants in the Plan
from those Directors, Employees or consultants of the Company or its Affiliates who, in the opinion
of the Committee, have the capacity for contributing in a substantial measure to the successful
performance of the Company or its Affiliates.




          5. Substitute Options. In the event the Company or an Affiliate consummates a
transaction described in Code Section 424(a), persons who become Employees or Directors on account
of such transaction may be granted Options in substitution for Options granted by the former
employer. The Committee, in its sole discretion and consistent with Code Section 424(a) shall
determine the Exercise Price of the substitute Options.




          6. 
Shares Subject to Plan. Subject to adjustment by the operation of Section 13
hereof, the maximum number of Shares with respect to which Awards may be made under the Plan is
250,000 Shares, all of which may be subject to grants of Incentive Stock Options. The number of
Shares which may be granted under the Plan to any Participant during any calendar year of the Plan
under all forms of Awards shall not exceed 50,000 Shares. The Shares with respect to which Awards
may be made under the Plan may either be authorized and unissued shares or unissued shares
heretofore or hereafter reacquired and held as treasury shares. Any Award that expires, terminates
or is surrendered for cancellation, or with respect to Restricted Shares, which is forfeited (so
long as any cash dividends paid on such Shares are also forfeited), may be subject to new Awards
under the Plan with respect to the number of Shares as to which an expiration, termination,
cancellation or forfeiture has occurred. Additionally, Shares that are withheld by the Company or
delivered by the Participant to the Company in order to satisfy payment of the Exercise Price or
any tax withholding obligation and Shares granted pursuant to an Award which is subsequently
settled in cash rather than Shares, may be subject to new Awards under the Plan.




          7. General Terms and Conditions of Options. The Committee shall have full and
complete authority and discretion, except as expressly limited by the Plan, to grant Options and to
provide the terms and conditions (which need not be identical among Participants) thereof. In
particular, the Committee shall prescribe the following terms and conditions: (a) the Exercise
Price, which shall not be less than the Market Value per Share on the date the Option is granted,
(b) the number of Shares subject to, and the expiration date of, any Option, (c) the manner, time
and rate (cumulative or otherwise) of exercise of such Option, (d) the restrictions, if any, to be
placed upon such



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Option or upon Shares which may be issued upon exercise of such Option, (e) the conditions, if
any, under which a Participant may transfer or assign Options, and (f) any other terms and
conditions as the Committee, in its sole discretion, may determine. The Committee may, as a
condition of granting any Option, require that a Participant agree to surrender for cancellation
one or more Options previously granted to such Participant.




          8. Exercise of Options.





          (a) Except as provided in Section 16, an Option granted under the Plan shall be
exercisable during the lifetime of the Participant to whom such Option was granted only by
such Participant, and except as provided in paragraphs (c), (d) and (e) of this Section 8,
no such Option may be exercised unless at the time such Participant exercises such Option,
such Participant has maintained Continuous Service since the date of the grant of such
Option.




          (b) To exercise an Option under the Plan, the Participant must give written notice to
the Company (which shall specify the number of Shares with respect to which such Participant
elects to exercise such Option) together with full payment of the Exercise Price. The date
of exercise shall be the date on which such notice is received by the Company. Payment
shall be made either (i) in cash (including by check, bank draft or
money order), (ii) by delivering Shares already owned by the Participant for at least six
(6) months prior to the date of exercise and having a Market Value on the date of exercise
equal to part or all of the Exercise Price, (iii) a combination of cash and such Shares, or
(iv) by any other means determined by the Committee in its sole discretion.




          (c) If the Continuous Service of a Participant is terminated for cause, or voluntarily
by the Participant for any reason other than death, Disability or Retirement, all rights
under any Option of such Participant shall terminate immediately upon such cessation of
Continuous Service. If the Continuous Service of a Participant is terminated by reason of
death, Disability or Retirement, such Participant may exercise such Option, but only to the
extent such Participant was entitled to exercise such Option at the date of such cessation,
at any time during the remaining term of such Option, or, in the case of Incentive Stock
Options, during such shorter period as the Committee may determine and so provide in the
applicable instrument or instruments evidencing the grant of such Option. If a Participant
shall cease to maintain Continuous Service for any reason other than those set forth above
in this paragraph (c) of this Section 8, such Participant may exercise such Option to the
extent that such Participant was entitled to exercise such Option at the date of such
cessation but only within the period of three months immediately succeeding such cessation
of Continuous Service, and in no event after the expiration date of the subject Option;
provided, however, that such right of exercise after cessation of Continuous
Service shall not be available to a Participant if the Company otherwise determines and so
provides in the applicable instrument or instruments evidencing the grant of such Option.




          (d) In the event of the death of a Participant while in the Continuous Service of the
Company or an Affiliate, the person to whom any Option held by the Participant at the time
of his death is transferred by will or by the laws of descent and distribution may exercise
such Option on the same terms and conditions that such Participant was entitled to exercise
such Option. Following the death of any Participant to whom an Option was granted under the
Plan, the Committee, as an alternative means of settlement of such Option, may elect to pay
to the person to whom such Option is transferred the amount by which the Market Value per
Share on the date of exercise of such Option shall exceed the Exercise Price of such Option,
multiplied by the number of Shares with respect to which such Option is properly exercised.
Any such settlement of an Option shall be considered an exercise of such Option for all
purposes of the Plan.




          (e) Notwithstanding the provisions of the foregoing paragraphs of this Section 8, the
Committee may, in its sole discretion, establish different terms and conditions pertaining
to the effect of the cessation of Continuous Service, to the extent permitted by applicable
federal and state law.



          9. Incentive Stock Options. Incentive Stock Options may be granted only to
Participants who are Employees. Any provisions of the Plan to the contrary notwithstanding, (a) no
Incentive Stock Option shall be granted more than ten years after the date the Plan is adopted by
the Board of Directors of the Company and no Incentive Stock Option shall be exercisable more than
ten years after the date such Incentive Stock Option is granted, (b) the Exercise Price of any
Incentive Stock Option shall not be less than the Market Value per Share on the date such Incentive
Stock Option is granted, (c) any Incentive Stock Option shall not be transferable by the
Participant to whom such Incentive Stock Option is granted other than by will or the laws of
descent and distribution and shall be exercisable during such Participant’s lifetime only by such
Participant, (d) no Incentive Stock Option shall be granted which would permit a Participant to
acquire, through the exercise of Incentive Stock Options in any calendar year, Shares or shares of



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any capital stock of the Company or any Affiliate thereof having an aggregate Market Value
(determined as of the time any Incentive Stock Option is granted) in excess of $100,000, and (e) no
Incentive Stock Option may be exercised more than three months after the Participant’s cessation of
Continuous Service for any reason other than death or Disability. The foregoing limitation shall
be determined by assuming that the Participant will exercise each Incentive Stock Option on the
date that such Option first becomes exercisable. Notwithstanding the foregoing, in the case of any
Participant who, at the date of grant, owns stock possessing more than 10% of the total combined
voting power of all classes of capital stock of the Company or any Affiliate, the Exercise Price of
any Incentive Stock Option shall not be less than 110% of the Market Value per Share on the date
such Incentive Stock Option is granted and such Incentive Stock Option shall not be exercisable
more than five years after the date such Incentive Stock Option is granted. Notwithstanding any
other provisions of the Plan, if for any reason any Option granted under the Plan that is intended
to be an Incentive Stock Option shall fail to qualify as an Incentive Stock Option, such Option
shall be deemed to be a Non-Qualified Stock Option, and such Option shall be deemed to be fully
authorized and validly issued under the Plan.




          10. Terms and Conditions of Unrestricted Stock and Restricted Stock. The Committee
shall have full and complete authority, subject to the limitations of the Plan, to grant Awards of
Unrestricted Stock and Restricted Stock and, in addition to the terms and conditions contained in
paragraphs (a) through (e) of this Section 10, to provide such other terms and conditions (which
need not be identical among Participants) in respect of such Awards, and the vesting thereof, as
the Committee shall determine and provide in the agreement referred to in paragraph (d) of this
Section 10. Unless the Committee otherwise specifically provides in the applicable instrument
evidencing the grant of Restricted Stock, an Award of Restricted Stock will be subject to the
following provisions:





          (a) At the time of an award of Restricted Stock, the Committee shall establish for each
Participant a Restricted Period during which or at the expiration of which, the Shares of
Restricted Stock shall vest. The vesting of Restricted Stock may also be conditioned upon
the attainment of specified Performance Goals (as defined in Section 12) within specified
Performance Cycles. The Committee may also restrict or prohibit the sale, assignment,
transfer, pledge or other encumbrance of the Shares of Restricted Stock by the Participant
during the Restricted Period. Except for such restrictions, and subject to paragraphs (c),
(d) and (e) of this Section 10 and Section 13 hereof, the Participant as owner of such
Shares shall have all the rights of a shareholder, including, but not limited to, the right
to receive all dividends paid on such Shares and the right to vote such Shares. The
Committee shall have the authority, in its discretion, to accelerate the time at which any
or all of the restrictions shall lapse with respect to any Shares of Restricted Stock prior
to the expiration of the Restricted Period with respect thereto, or to remove any or all of
such restrictions, whenever it may determine that such action is appropriate by reason of
changes in applicable tax or other laws or other changes in circumstances occurring after
the commencement of such Restricted Period.




          (b) Except as provided in Section 15 hereof, if a Participant ceases to maintain
Continuous Service for any reason (other than death, Disability or Retirement) unless the
Committee shall otherwise determine, all Shares of Restricted Stock theretofore awarded to
such Participant and which at the time of such termination of Continuous Service are subject
to the restrictions imposed by paragraph (a) of this Section 10 shall upon such termination
of Continuous Service be forfeited and returned to the Company. If a Participant ceases to
maintain Continuous Service by reason of death or Disability, then, unless the Committee
shall determine otherwise, the restrictions with respect to the Ratable Portion (as
hereinafter defined) of the Shares of Restricted Stock shall lapse and such Shares shall be
free of restrictions and shall not be forfeited. The “Ratable Portion” shall be determined
with respect to each separate Award of Restricted Stock issued and shall be equal to (i) the
number of Shares of Restricted Stock awarded to the Participant multiplied by the portion of
the Restricted Period that expired at the date of the Participant’s death or Disability,
reduced by (ii) the number of Shares of Restricted Stock awarded with respect to which the
restrictions had lapsed as of the date of the death or Disability of the Participant.




          (c) Each certificate issued in respect of Shares of Restricted Stock awarded under the
Plan shall be registered in the name of the Participant and deposited by the Participant,
together with a stock power endorsed in blank, with the Company and shall bear the following
(or a similar) legend:




“The transferability of this certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture)
contained in the Amended and Restated 2004 Stock Option and Incentive Plan of
the Corporation, and an Agreement entered into between the registered owner
and the Corporation. Copies of such Plan and Agreement are on file in the
office of the Secretary of the Corporation.”



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At the expiration of the restrictions imposed by paragraph (a) of this Section 10, the
Company shall redeliver to the Participant (or where the relevant provision of paragraph (b)
of this Section 10 applies in the case of a deceased Participant, to his legal
representative, beneficiary or heir) the certificate(s) and stock power deposited with it
and the Shares represented by such certificate(s) shall be free of the restrictions referred
to in paragraph (a) of this Section 10.




          (d) At the time of an award of Shares of Restricted Stock, the Participant shall enter
into an agreement with the Company in a form specified by the Committee, agreeing to the
terms and conditions of the award and containing such other matters as the Committee shall
in its sole discretion determine.



          11. Stock Appreciation Rights. The Committee may, in its discretion, grant Stock
Appreciation Rights independently of or in connection with all or any part of an Option granted
under the Plan. Each Stock Appreciation Right shall be subject to such terms and conditions
consistent with the Plan as the Committee shall determine from time to time and as may be set forth
in an Award Agreement, including the following:





          (a) A Stock Appreciation Right may be made part of an Option at the time of its grant.




          (b) Each Stock Appreciation Right will entitle the holder to elect to receive an amount
in Shares (or, in cash or in Shares, or a combination thereof, all in the sole discretion of
the Committee) equal to 100% of the excess of:




          (i) the Market Value per Share of the Common Stock on the date of
exercise of such right, multiplied by the number of Shares with respect to
which the right is being exercised, over




          (ii) the aggregate Market Value for such number of Shares as of the
date the Stock Appreciation Right was granted.




          (c) Each Stock Appreciation Right connected to an Option will be exercisable at the
time, in the manner and to the extent the Option to which it relates is exercisable. Each
independent Stock Appreciation Right will be exercisable according to the terms and
conditions established by the Committee in the instrument evidencing the Award.




          (d) Upon the exercise of a Stock Appreciation Right connected to an Option, the Option
(or portion thereof) with respect to which such right is exercised shall be surrendered and
shall not thereafter be exercisable. Exercise of such a Stock Appreciation Right will
reduce the number of Shares purchasable pursuant to the related Option and available for
issuance under the Plan to the extent of the number of Shares with respect to which the
right is exercised, whether or not any portion of the payment made upon exercise of such
right is made in Common Stock.



          12. Performance Shares and Performance Units.





          (a) The Committee, in its sole discretion, may from time to time authorize the grant of
Performance Shares and Performance Units upon the achievement of any one or combination of
Performance Goals (which may be cumulative and/or alternative) within a designated
Performance Cycle as may be established, in writing, by the Committee.




          (b) In the case of Performance Units, the Committee shall determine the value of
Performance Units under each Award.




          (c) As determined in the discretion of the Committee, Performance Goals may differ
among Participants and/or relate to performance on a Company-wide or divisional basis.




          (d) At such time as it is certified, in writing, by the Committee that the Performance
Goals established by the Committee have been attained or otherwise satisfied within the
Performance Cycle, the Committee will authorize the payment of Performance Shares or
Performance Units in the form of cash or Shares registered in the name of the Participant,
or a combination of cash and Shares, equal to the value of the Performance Shares or
Performance Units at the end of the Performance Cycle. Payment shall be made in a lump sum
following the close of the applicable Performance Cycle. Individuals must be employed on
the payment date to receive payment otherwise said payment is forfeited.



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          (e) The grant of an Award of Performance Shares or Performance Units will be evidenced
by an instrument containing the terms and conditions of the Award as determined by the
Committee. To the extent required under Code section 162(m), the business criteria under
which Performance Goals are determined by the Committee will be resubmitted to shareholders
for re-approval no later than the first shareholder meeting that occurs in the fifth year
following the year in which shareholders previously approved the Plan.




          (f) If the Participant ceases Continuous Service before the end of a Performance Cycle
for any reason other than Disability, death or Retirement, the Participant will forfeit all
rights with respect to any Performance Shares or Performance Units that were being earned
during the Performance Cycle. The Committee, in its sole discretion, may establish
guidelines providing that if a Participant ceases Continuous Service before the end of a
Performance Cycle by reason of Disability, death or Retirement, the Participant will be
entitled to a prorated payment with respect to any Performance Shares or Performance Units
that were being earned during the Performance Cycle.




          (g) If the Award of Performance Shares or Performance Units are intended to comply with
Section 162(m) of the Code, the Committee shall take such additional actions, within the
time periods, specified therein.



          13. Adjustments Upon Changes in Capitalization. In the event of any change in the
outstanding Shares subsequent to the effective date of the Plan by reason of any reorganization,
recapitalization, stock split, stock dividend, combination or exchange of shares, merger,
consolidation or any change in the corporate structure or Shares of the Company, the maximum
aggregate number and class of shares as to which Awards may be granted under the Plan and the
number and class of shares, and the exercise price of Options, with respect to which Awards
theretofore have been granted under the Plan shall be appropriately adjusted by the Committee,
whose determination shall be conclusive. Any shares of stock or other securities received, as a
result of any of the foregoing, by a Participant with respect to Restricted Stock shall be subject
to the same restrictions and the certificate(s) or other instruments representing or evidencing
such shares or securities shall be legended and deposited with the Company in the manner provided
in Section 10 hereof.




          14. Effect of Reorganization. Unless otherwise provided by the Committee in the
instrument evidencing an Award, Awards will be affected by a Reorganization as follows:





          (a) If the Reorganization is a dissolution or liquidation of the Company then (i) the
restrictions of Section 9(a) on Shares of Restricted Stock shall lapse and (ii) each
outstanding Option shall terminate, but each Participant to whom an Option was granted shall
have the right, immediately prior to such dissolution or liquidation to exercise the Option
in full, notwithstanding the provisions of Section 9, and the Company shall notify each
Participant of such right within a reasonable period of time prior to any such dissolution
or liquidation.




          (b) If the Reorganization is a merger or consolidation, upon the effective date of such
Reorganization (i) each Participant shall be entitled, upon exercise of an Option in
accordance with all of the terms and conditions of the Plan, to receive in lieu of Shares,
 shares of such stock or other securities or consideration as the holders of Shares shall be
entitled to receive pursuant to the terms of the Reorganization (the “Acquisition
Consideration”); (ii) each holder of Restricted Stock shall receive shares of such stock or
other securities as the holders of Shares received, which shall be subject to the
restrictions set forth in Section 10(a) unless the Committee accelerates the lapse of such
restrictions and the certificate(s) or other instruments representing or evidencing such
            shares or securities shall be legended and deposited with the Company in the manner provided
in Section 10 hereof; (iii) each Participant will be entitled, upon exercise of a Stock
Appreciation Right in accordance with all the terms and conditions of the Plan, to receive
the difference between (A) the aggregate fair market value, on the applicable date, of the
Acquisition Consideration receivable upon such Reorganization by a holder of the number of
Shares which might have been obtained upon exercise of the Option to which the Stock
Appreciation Right relates ( or any portion thereof) immediately prior to such
Reorganization and (B) the aggregate Exercise Price of such Option (or portion thereof); and
(iv) each holder of Performance Shares or Performance Units (with respect to Shares, if any,
covered by such Award) will be entitled to receive on the date set forth in such Award, the
Acquisition Consideration receivable upon such Reorganization by a holder of the number of
Shares which are covered by such Award.



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          15. Effect of Change in Control.





          (a) If the Continuous Service of any Participant is involuntarily terminated, for
whatever reason, at any time within 18 months after a Change in Control, unless the
Committee shall have otherwise provided in the instrument evidencing the Award, (i) any
Restricted Period with respect to Restricted Stock theretofore awarded to such Participant
shall lapse upon such termination and all Shares awarded as Restricted Stock shall become
fully vested in the Participant to whom such Shares were awarded; and (ii) with respect to
Performance Shares and Performance Units, the Participant shall be entitled to receive a pro
rata payment to the same extent as if the Participant ceases Continuous Service by reason of
death, Disability or Retirement under Section 12 of the Plan.




          (b) If a tender offer or exchange offer for Shares (other than such an offer by the
Company) is commenced, or if an event specified in clause (ii) or clause (iii) of the
definition of a Change in Control contained in Section 2 shall occur, unless the Committee
shall have otherwise provided in the instrument evidencing the grant of an Option, all
Options theretofore granted and not fully exercisable shall become exercisable in full upon
the happening of such event and shall remain so exercisable in accordance with their terms;
provided, however, that no Option which has previously been exercised or
otherwise terminated shall become exercisable.



          16. Assignments and Transfers. Except as otherwise determined by the
Committee, neither any Award nor any right or interest of a Participant under the Plan in any
instrument evidencing any Award under the Plan may be assigned, encumbered or transferred except,
in the event of the death of a Participant, by will or the laws of descent and distribution.




          17. No Implied Rights. No officer, Director, Employee or other person shall have a
right to be selected as a Participant or, having been so selected, to be selected again as a
Participant and no officer, Director, Employee or other person shall have any claim or right to be
granted an Award under the Plan or under any other incentive or similar plan of the Company or any
Affiliate. Neither the Plan nor any action taken hereunder shall be construed as giving any
Employee any right to be retained in the employ of the Company or any Affiliate.




          18. Delivery and Registration of Stock. The Company’s obligation to deliver Shares
with respect to an Award shall, if the Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Participant to whom such Shares are to be
delivered, in such form as the Company shall determine to be necessary or advisable to comply with
the provisions of the Securities Act or any other applicable federal or state securities law. It
may be provided that any such representation requirement shall become inoperative upon a
registration of the Shares or other action eliminating the necessity of such representation under
the Securities Act or other securities law. The Company shall not be required to deliver any
Shares under the Plan prior to (a) the admission of such shares to listing on any stock exchange or
quotation system on which Shares may then be listed or quoted, and (b) the completion of such
registration or other qualification of such Shares under any state or federal law, rule or
regulation, as the Company shall determine to be necessary or advisable.




          19. Withholding Tax. Prior to the delivery of any Shares or cash pursuant to an
Award, the Company has the right and power to deduct or withhold, or require the Participant to
remit to the Company, an amount sufficient to satisfy all applicable tax withholding requirements.
The Committee, in its sole discretion and pursuant to such procedures as it may specify from time
to time, may permit or require a Participant to satisfy all or part of the tax withholding
obligations in connection with an Award by (a) having the Company withhold otherwise deliverable
Shares, or (b) delivering to the Company Shares already owned for a period of at least six months
and having a value equal to the amount required to be withheld. The amount of the withholding
requirement will be deemed to include any amount that the Committee determines, not to exceed the
amount determined by using the maximum federal, state and local marginal income tax rates
applicable to the Participant with respect to the Award on the date that the amount of tax to be
withheld is to be determined for these purposes. For these purposes, the value of the Shares to be
withheld or delivered will be equal to the Market Value as of the date that the taxes are required
to be withheld.




          20. Termination, Amendment and Modification of Plan. The Board may at any time
terminate, and may at any time and from time to time and in any respect amend or modify, the Plan;
provided, however, that to the extent necessary and desirable to comply with Rule
16b-3 under the Exchange Act or Section 422 of the Code (or any other applicable law or regulation,
including requirements of any stock exchange or quotation system on which the Shares are listed or
quoted), shareholder approval of any Plan amendment shall be obtained in such a manner and to such
a degree as is required by the applicable law or regulation; and provided further,
that no termination, amendment or modification of the Plan shall in any manner affect any Award
theretofore granted pursuant to the Plan without the consent of the Participant to whom the Award
was granted. To the extent a modification of a stock right causes it to be subject to the deferred
compensation rules, it will be further modified to comply with such rules (e.g., by requiring the



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stock right to be exercised in a particular calendar year). To the extent any awards under
the plan are subject to the deferred compensation rules, such awards will not be paid as a result
of the termination of the plan except as permitted by the requirements of Section 409A of the
Internal Revenue Code and the regulations thereunder. To the extent an extension of a stock right
cause it to be in violation of Section 409A of the Internal Revenue Code such extension shall be
prohibited.




          21. Effective Date and Term of Plan. The Plan shall become effective upon its
adoption by the Board of Directors and shareholders of the Company and shall continue in effect for
a term of ten years after the date of adoption unless sooner terminated under Section 20 hereof.




          22. Governing Law. The Plan and Award Agreements will be construed in accordance with
and governed by the internal laws of the State of Indiana.




          23. Shareholder Rights. Except to the extent provided with respect to an Award of
Restricted Stock in accordance with Section 10, no Participant shall have any of the rights or
privileges of a shareholder of the Company with respect to any Shares issuable pursuant to an Award
unless and until certificates representing the Shares shall have been issued and delivered to the
Participant.




          24. Code Section 409A Standards. To the extent that any terms of the Plan, an
instrument evidencing an Award, or an Award would subject any Participant to gross income
inclusion, interest, or additional tax pursuant to Section 409A of the Code, those terms are to
that extent superseded by the applicable Section 409A Standards.




	 	 	 	 	 
	 	Adopted by the Board of Directors NorthWest Indiana Bancorp effective as of July 23, 2008.

 	 



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